Ben 10 Meets the Avengers
by ArtemisPanther
Summary: When the evil group called the Cabal, discovers Ben 10's dimension, they lead the Avengers after them, creating a paradox that might be capable of destroying all reality!
1. The Cabal

**Disclaimer: I do not own the characters of Avengers: Earth's Mightiest Heroes or Ben 10**

The dark glooming figure of Victor von Doom walks through the dark, fire lit hallway. He approaches the two gigantic doors in front of him and pushes them open. He has now officially entered the first meeting of the Cabal. He looked at the faces of the Red Skull, Ultron, Loki, the Purple Man, and M.O.D.O.K.

"You're late." Says the Norse God of Mischief.

"Doom is a busy man, Loki. It would be wise for you not to test my patience. What did you call us here for?" replies the masked conqueror.

"I do believe that is what we are all wondering." Says Red Skull.

"And what's the robot that wants to destroy the world here for?" asks Purple Man, clearly talking about Ultron.

"My programming has adapted to realize that humanity cannot be destroyed, rather ruled, acting as slaves."

"I like you robot. Anyways, the reason I have called the 5 of you here, is because you are the greatest threats the Avengers have ever faced, at least the ones I am able to contact."

"I guess we're lucky we didn't get Galactus huh?" says the Purple Man. None of them acknowledge him. "Wow, tough crowd." He says as he puts his feet up on the table.

Loki blasts him out of his chair and continues. "I know it is in our greatest intentions to make sure that they are all destroyed, but I do believe I have found a way to accomplish that goal."

"I don't suppose you'd like to tell us what it is?" asks M.O.D.O.K.

"I have detected a growing portal to an alternate dimension within the Chihuahuan Desert."

"Within Texas? Why there?" asks the Red Skull.

"I don't know why it has occurred there, but we will go to that portal and go into the alternate dimension and strengthen our forces with supervillains from that alternate dimension, then return here and kill the Avengers. Thoughts?"

"I do believe we're going to Texas." Says Doctor Doom, confirming his membership.

"All in favor?" asks Purple Man, raising his hand. Red Skull, M.O.D.O.K., and Ultron all raise their arms in favor of Loki's plan. Loki leans back in his chair, entwining his fingers in an evil manner.

"Excellent."


	2. Explanation

"Gwen look out!" shouts Kevin Levin as Vilgax blasts his heat vision at her. She creates an energy shield but they quickly penetrate it and blast her in the chest. Kevin looks around for something to absorb but all he can see is sand in the gigantic desert.

"Ben! I can't find anything to absorb!"

"Then sit this one out and make sure Gwen is okay!" shouts Ben as he slams down on the Ultimatrix. His skin begins bubbling and coating over with lava rock. Then they begin forming cracks which liquid fire flows through. Soon enough his entire body is coated in smoldering rocks and fire.

"Heatblast!" shouts Ben as he blasts the biggest ball of fire he could create straight into Vilgax's face. It hardly has any effect as Vilgax slashes his sword through it and cuts Heatblast across the chest. When he attempts to attack him close-up, Vilgax grabs Heatblast's wrist and lifts him into the air.

He slams on the Ultimatrix symbol and Ben transforms into Spider-Monkey. He does it again and Ben turns into Armodrillo. He does it again and Ben turns into Ghostfreak.

He sees an opportunity and phases out of Vilgax's hand. He activates his glove and grabs Ghostfreak by his throat.

"Oh man, I forgot you could touch me when I was intangible!"

Vilgax slams his down on the ground and says "Where is Alien X?"

"Vilgax, you don't want to do that!"

"Oh I certainly do, Tennyson."

He slams down on Ben's chest as hard as he can.

With a loud scream and a green flash, Ghostfreak was transformed into…

"Alien X!"

Vilgax begins to laugh maniacally but Kevin runs towards him, attempting to attack him, but Vilgax backhands him and he goes flying into a rock.

Within Alien X, Bellicus and Serena are arguing over whether or not they should welcome Ben back into Alien X.

"HEY! Guys!"

They both look at him.

"I don't need this! I have to help my friends defeat Vilgax!"

"I don't care what you have to do Tennyson." Says Bellicus.

"Now, Bellicus, is that any way to say hello to our third half?" says Serena.

"I don't want to greet him."

As they begin to argue again, Ben facepalms.

"Guys! We need to stop Vilgax!"

"I think we need to save all the dinosaurs from extinction."

"Really? You're back to that again?" asks Serena.

As they all begin to argue with each other over completely different things, reality begins to shake. Vilgax, who is holding Alien X by the neck gets caught in a white explosion. However, it is minimized before it can reach Gwen and Kevin and forms what seems to be some sort of portal.

"BEN!" shouts Gwen, hoping her cousin is alive.

Ben comes shooting out of the large portal and slams right into Gwen, causing both of them to go rolling backwards.

The three of them walk closer to the portal.

"What is it?" asks Gwen.

"It looks like some sort of portal. Probably created by Alien X." says Kevin.

"But where does it go?"

"There's no way of knowing."

"Unless we go in and find out."

"No way, Ben. It could lead straight to Incarcecon, or, or, into oblivion! Do you really want to take the risk?"

"Alright. We'll call the plumbers to investigate it."

"Good idea."

As the two of them begin to walk away Gwen says "Guys, wait!"

"What?" they ask in unison, both turning around.

"Where'd Vilgax go?"

"Who cares? As long as we don't have to deal with him." Says Ben.

"I'm with the kid on this one. Sorry, Gwen."

She takes one look back at the portal and begins to walk after them.


	3. Arrival

Within a couple hours plumber forces are surrounding the mysterious portal. Magister Hulka steps towards it to examine it more closely. It begins to bubble and shake and he can see someone walking inside of it.

"Halt! State your name and business!"

An energy beam comes blasting through the portal, hitting him in the face and he goes tumbling down. The evil Asgardian steps through and makes himself clear and visible.

"Loki, and I mean to rule your reality."

"Not on my watch!"

Hulka gets up and charges at him, but Loki gets out of the way and Ultron steps through and punches him square in the face, sending him flying back. All the other plumbers ready their guns and fire, but Loki holds up his hand and all the bullets stop.

"Please wait until the whole party arrives."

As he says this Doctor Doom, Purple Man, Red Skull, and M.O.D.O.K. emerge from the portal.

"What kind of aliens are you?" asks one of the plumbers.

"Aliens? Ha! Dear lad, we are conquerors!" says Loki and he makes all the plumbers fall backwards. They recover quickly and fire.

"Cabal! Attack!"

All of them charge into battle, taking out several plumbers at a time. Purple Man becomes surrounded by thirty or forty. They are all pointing their guns at him and he is checking his nails before he realizes them.

"You guys aren't going to shoot me."

They all put down their guns.

"You're going to attack your teammates and make sure mine remain unscathed."

All of the plumbers then turn against their teammates and start to defend the Cabal.

Pretty soon, all of the plumbers are unconscious, dead, or being controlled by Purple Man.

"Well I've started our army." He says, motioning towards the plumbers.

"Very good, Purple Man. Now, let's begin the conquering."

"Should we not do something about the portal?" asks Ultron.

"Good point. Although, none of us really know how to close it now do we?"

"I suppose not." Replies the robot.

"Good."

With that, the Cabal and their army begin trekking back to civilization.

Back in Bellwood, Ben, Gwen, and Kevin are at Mr. Smoothy. Ben is chugging his seventh while Gwen looks at him in disgust. Kevin is on his third.

"Guys! Are we not gonna do anything about Vilgax?"

"What is there to do? He's gone, Gwen. This is a good thing."

"We don't know that he's gone."

"Sure we do." Says Kevin. "I bet when he messed with Alien X, they turned him into that portal."

"You think Vilgax was the portal?"

"Yeah, totally. It's the only thing that makes sense."

"I think the plumbers would have been able to figure that out." says Gwen.

"The plumbers don't know anything about portals. All they do is punch bad guys and be badass." Says Kevin.

"You do know my grandpa is a plumber right?"

"Noooo, I had no idea." Says Kevin sarcastically.

Gwen was about to argue back when they hear screaming and see many people running in terror.

"Oh, what now? Is Vilgax back already?" says Ben as he gets up. The three of them walk into the streets to see M.O.D.O.K. blasting everything with his laser beams. All three of them immediately burst out laughing.

"What the hell is that thing?!" says Kevin in between laughs.

"It looks like Humungasour's head on an infant's body!" says Ben, making Gwen burst out laughing even more.

M.O.D.O.K. notices them laughing at him and he floats over to them so that they are covered by his shadow.

"It looks even funnier up close!" says Gwen.

"You dare mock M.O.D.O.K.?!"

"Modok? What the hell kind of name is Modok?" asks Kevin, still laughing.

"Mental Organism Designed Only for Killing!"

"Wouldn't that be Modofk?" asks Ben. M.O.D.O.K. decides not to reply and he instead blasts a laser at them, but Gwen quickly forms a force field and hits him in the face with it.

"This won't take long." Says Ben as he slams down the Ultimatrix.

"Four Arms!"

He jumps at M.O.D.O.K. and grabs the side of his chair, making him lean on way. Gwen then grabs the other side with an energy claw and pulls him the other way. He screams in pain and screams even louder when Kevin, who has coated himself in metal, slams onto the top of his head. He lands on his back and tries to get up but Four Arms bends up a piece of metal and shoves it into his rocket, causing to squirm around even more.

The three of them exchange looks and laugh even more. Ben wipes away a tear when he transforms back into himself.

"Oh, it's too easy."

"You cannot defeat M.O.D.O.K.! The Cabal will kill all of you!"

"The Cabal? Who are the Cabal?"

"They are all of reality's conquerors! And they will recover me and kill you!"

"Believe me, many have tried, all have failed."

"Are you like the Avengers of this reality or something?"

"Avengers? _This_ reality? Who are you?"

"I'll never tell."

Kevin turns his arm into a spear and points at his face. "Talk."

"My name is M.O.D.O.K. I am from an alternate reality where Earth's defenders are a group of superheroes calling themselves the Avengers. None of you seem to exist there and HYDRA and AIM do not seem to exist here. The Cabal was formed by the Avengers' arch-nemesis, Loki, brother of Thor. He aims to conquer this reality, form an army, return to our reality and kill the Avengers!" he said most of that within three breaths.

"Loki? Thor? As in Norse mythology?" asks Gwen.

"YES!"

"Are they aliens?" asks Ben.

"No! They're gods for cry sake!"

"Don't you mean they're loonies who think they're gods?"

"No! Real gods that come from Asgard!"

The heroes all look at each other and then back at M.O.D.O.K.

"He has to be telling the truth. There is no way anyone could make all that up within a couple seconds. And Paradox has told us that alternate dimensions do exist."

"Fine. But he's still going into Plumber custody."

"Plumbers? You mean the guys wearing space suits that got demolished by the Cabal?"

"Wait, what? Did you guys come out of the portal in the desert?"

"Yes. And we defeated those "plumbers" like they were nothing."

"I think we'll need to bring this guy to an Earth base and question him some more."

"Agreed." Kevin and Gwen say in unison.


	4. MODOK the Snitch

Gwen tells Ben and Kevin to wait outside of M.O.D.O.K.'s cell while she interrogates him. They reluctantly agree as she walks in and sits in front of him. He gives her a look of scorn, she pretends not to notice.

"Hi. I'm Gwen."

"I don't care who you are."

"I'm here to ask you some questions."

"And I guess I'm here to give you the answers, huh?"

"Exactly. Now first, please go into more detail about your reality."

"Well, there are heroes everywhere. Heroes like Iron Man, or Captain America, or Spider-Man."

"Spider-Man?"

"Yes, Spider-Man. He shoots webs and climbs on walls. What, you don't have Spider-Man here?"

"No, we don't. Please continue."

"Well, a group of these heroes are part of a team called the Avengers. I used to be the Scientist Supreme of an organization called AIM."

"AIM?"

"It stands for Advanced Idea Mechanics."

"Oh."

"Our arch rivals are another organization called HYDRA. They have been around since World War 2, and they were part of the Nazi Party. We used to supply them with weapons, but not anymore."

"You mentioned the Cabal. Who are the Cabal?"

"They are my team. We are conquerors and we aim to overthrow this reality and form an army to finally kill the Avengers and the other heroes."

"Tell me about the members of the Cabal."

"Well, we are led by the Norse God of Evil, Loki. His prime directive is to kill his brother Thor, a member of the Avengers, and rule Asgard."

"What are his powers?"

"He can shape-shift, he packs a mighty punch, he uses sorcery, blasts weird magic beams from his hands, he has mind control, and he can freeze things with a touch."

"He sounds very powerful."

"He is. I believe he only recruited me so I could build another Cosmic Cube."

"Cosmic Cube?"

"AIM once built a device that would allow the user to alter reality with a thought."

"Oh my god. Did it work?"

"I'm not sure. AIM and HYDRA got into a war over it before I could use it, and Captain America stopped Baron Strucker, the leader of HYDRA, from using it. After that it was locked up in Avengers Mansion."

"Wow. Please tell me about the rest of the Cabal."

"Well, there's Ultron, a psychotic robot bent on destroying humanity. Doctor Doom is the ruler of a foreign country and he also uses sorcery. There's Purple Man-"

"I'm sorry, Purple Man?"

"Yes. His skin is purple. He can manipulate your mind if he is within a close distance."

"I see."

"Yeah. Lastly, there's the Red Skull. He led HYDRA back in World War 2. I don't know how he managed to survive this long, but he has."

"That's it?"

"Yes. That's it."

"Thank you for your cooperation, M.O.D.O.K."

"Of course."

Gwen got up and left the cell. Kevin and Ben walked beside her.

"I told you we wouldn't have to use brute force."

"Still, he seemed way too willing to tell you everything."

"That's because I cast a truth spell before I went in."

"You mean everything he said was true? About his dimension and the Cabal?" asks Ben.

"Yes. All of it."

"Then maybe more villains will be coming out of the portal soon. We should get back there in order to be prepared." Says Kevin.

"But how are we supposed to know what we'll be up against?"

"We don't. That'll be the fun part."

"Fighting isn't fun, Kevin." Says Gwen. "It's necessary."

"And also fun." Say Ben and Kevin in unison. They then look at each other and fist bump.

"It scares me how alike you two are."

"Hey we got along when we were kids, we get along now." Says Kevin. Both Ben and Gwen stop and stare at him. "I meant before I absorbed the Omnitrix." They then both nod in understanding.

"So what are we waiting for? Let's get back to the portal." Says Ben.

"I'll go start up the Rust Bucket." Says Kevin.


	5. Avengers Assemble

Thor walks into the Assembly Hall to find Iron Man, Hulk, Wasp, Vision, and Spider-Man waiting for him. He takes his seat and asks Iron Man "Where are the rest of the Avengers?"

"Ms. Marvel's off with S.W.O.R.D., Cap's trying to find out if any of his old World War 2 buddies are still alive, Hank's working on a new project which he refuses to share with anyone." Wasp frowns when Tony says this. "Panther's off in Wakanda being a King, Hawkeye and Black Widow are on a "mission" which means they're on a date. So I called in Spider-Man for this mission." Says Iron Man, gesturing to Spider-Man. As Thor looks at him, he raises his hand and waves.

"By the way, what is the mission, Iron Man?" asks Vision.

"Well, I've detected an odd energy source in a desert in Texas. So we're going to go investigate it. Once we get there I'll send out a message for any other available Avengers."

"Do you think this mission will be dangerous?" asks Wasp.

"I hope not. With Galactus and Kang and Annihilus recently, I just want a nice, smooth, relaxing mission. And I know that isn't going to happen."

"Good." Says Hulk, grinning. Wasp then hi fives him and they all get up to get into the Quinjet. When the jet lands near the portal, Iron Man tells Spider-Man to give him a web harness and give it to Hulk to hold on to. He does so and asks "Why?"

"Because I'm going into the portal and I'm going to need a way out. If I pull on the web, I want all of you to come into the portal, meaning it's safe. Everyone understand?" he looked mainly at Hulk.

"Yes." He says as everyone else nods.

"Good. I'm going in."

He begins to walk toward the portal and he begins to get sucked in. Wasp looks at him in terror, worrying that he won't come out. He reaches out his hand and gets sucked into the portal.

On the other side, Ben, Gwen, and Kevin are standing in front of it, waiting. Kevin has absorbed the Rust Bucket and Ben has transformed into Cannonbolt. They see movement within the portal.

"Thank god something's happening! We've been standing here all day!" shouts Cannonbolt. Iron Man comes tumbling out of the portal and lands on his hands and knees. He opens his helmet to cough out some sand. He puts the mask back on and stands up. He gets rammed into by Cannonbolt and goes flying straight over the portal.

"I guess I'm not getting that relaxing mission after all." Says Iron Man as he pulls on the web with all his might. Hulk is the first to realize it as he comes charging through the portal. Cannonbolt tries to ram into him but Hulk picks him up and throws him at Gwen. She forms a shield and he hits the ground. He gets out of his ball form and slams on the Ultimatrix.

"Humungasour!" shouts Ben as he transforms.

Wasp comes flying out, followed by Vision, followed by Thor, followed by a web pulling Spider-Man in. Gwen sees Spider-Man, the web, and remembers what M.O.D.O.K. had said about Spider-Man being a hero. Before she can say anything, Wasp blasts her in the face with a bio-sting. She falls backwards and hits the ground.

Humungasour and Hulk go charging at each other and their hands collide, both holding their position, feet sliding back, becoming angry with every second. Humungasour grows bigger, but Hulk starts to step forward, and he lifts up Humungasour and throws him into the Rustbucket, which completely demolishes it.

"Dude! My jet!" shouts Kevin in horror. Iron Man appears behind him and punches him in the face saying "Believe me that made it look better."

"Why you little!" shouts Kevin as he absorbs Iron Man's armor. It opens holes in his palms and his chest. He stares at them for a second before he blasts a laser at Iron Man. Vision appears behind him and sticks his hand through Kevin's chest, making him freak out and fire bursts from his feet, lifting him into the air. He recovers quickly and blasts a laser at Hulk, but gets hit by Thor's hammer a second later. Hulk's head gets blasted by Kevin's laser and he stares at Kevin in anger. He begins to charge at him, but Kevin sees Thor's hammer and reaches over and absorbs it. His skin becomes silver and electricity courses across his body. He gets up and punches Hulk in the face, making him land on top of Iron Man.

Thor tries to pick his hammer back up but his eyes are covered by green slime and he is pulled away from it. Vision looks over and sees Goop attacking Thor. He blasts a heat beam from his forehead and Goop sees it coming. He detaches himself from Thor and he gets blasted in the face by his teammate's laser. Goop begins laughing as Thor falls down. He looks over and sees Kevin is coated in Mjolnir. He grins and holds out his hand. Kevin levitates into the air and begins to freak out, but Thor moves his arm over and Kevin comes flying at Goop. They collide and go tumbling. They both recover quickly and Ben turns into Chromastone. Kevin loses the layer of Mjolnir and returns to Iron Man's armor.

Thor, Vision, and Hulk all close in on them, all five ready for a fight.

Wasp returns to normal size and admires her work of knocking Gwen out with her bio-sting. She looks over and sees Iron Man unconscious. She runs over to make sure he is okay.

"Tony? Are you alright?"

He lifts up his mask. "I'm fine Jan. I just need to reboot. It may take at least five minutes."

"Why do these reboots always happen in the middle of battles?"

"I don't know. But it would go faster if you could get Thor's attention and get him to hit me with some lightning."

"Got it." Says Wasp, giving Tony a thumbs up as she shrinks again and flies over to the battle.

Spider-Man recovers and rubs his head in pain. He looks over at Gwen and his eyes widen.

"Mary Jane?" he says as he swings over to make sure she is okay.

"Not Mary Jane that's for sure." He puts his hand under her head and lifts it up. He listens to see if she has a heartbeat. He begins to shake her. Her eyes open and she has a mini freak-out after seeing Spider-Man.

"I get that a lot."

"Sorry. Are you Spider-Man?"

"Yeah, but how do you know that?"

"M.O.D.O.K. told me about you. That's how I know you're the good guys."

"He did? Wait, how did M.O.D.O.K. get here?"

"I'll explain everything in a little bit. Right now we need to end this meaningless fight."

She gets up and mutters a spell. Thor, Hulk, and Vision are put in a bubble, while Ben and Kevin are put in another bubble.

"All of you listen up! We are all heroes here! Let's stop fighting and get on the same page. Does everyone understand?" she asks, looking mainly at Ben and Kevin.

They all nod, confirming that they understand.

"Good." She says as the bubble's dissipate.

Iron Man gets up and his system is back up again. "Alright then. Why don't you start explaining."


	6. Alliance

After Gwen explained everything to the Avengers, they had all agreed to work together to defeat the Cabal.

"But how the hell are we supposed to get out of this desert? Hulk trashed the Rust Bucket."

"No problem. We've got a jet on the other side." Says Iron Man. "I'll just pop back through and grab it."

He walks through and portal and about a minute later the Quinjet comes bursting through.

"Whoa." Says Kevin. "Sweet ride."

The door slides open and Iron Man steps out. "Get on. There should be enough seats for everyone." After that, the heroes boarded the Quinjet and took off. There was barely enough seats for everyone, but it worked. As they were flying Iron Man set it to auto-pilot and turned his chair around.

"Alright. The Quinjet was able to pick up Ultron's signal, which may or may not be a good thing. We can't risk losing anyone in the off chance that we do lose anyone. We'll send a small strike squad, led by Vision. He'll take Thor, Kevin, and Spider-Man. The rest of us will find a good temporary headquarters and work things out from there. Vision I've sent you the coordinates. We're close so you've got to go now." He pressed a button that opened the floor of the Quinjet.

"Everyone follow me." Says the Vision as he steps out of the Quinjet. Spider-Man steps over and jumps out after him. Before Thor jumps out, Kevin grabs his shoulder. "Do you mind?" he says, gesturing to Mjolnir. "Not at all." Says Thor, holding it out. Kevin absorbs it again and jumps out shouting in excitement. Thor then nods at Iron Man, who wishes them luck. After he jumps out, Iron Man closes up the floor. And sets the Quinjet into overdrive. He turns back around to Ben and Gwen and asks "Do you guys know where we could set up a base?"

"We could go to Mr. Smoothie." Says Ben hopefully.

"We'll go to Kevin's warehouse." Says Gwen. Ben crosses his arms and slouches. It doesn't take long for them to arrive at Kevin's warehouse.

"So what's the deal with your reality? What kind of bad guys do you fight?" asks Wasp as they get off of the Quinjet.

"Aliens." Say Ben and Gwen in unison.

"Aliens. We've fought those. Skrulls. Kree. Galactus. Annihilus. Fin Fang Foom. I'm pretty sure I could rattle off a few more if I had some time."

"Well you don't Jan. We need to find the Cabal, and more importantly, Loki."

"We don't just fight aliens! We've fought guys like Captain Nemesis, the Forever Knights, the Circus Freaks, Dr. Animo-"

"Ben stop it!" shouts Gwen, interrupting him. But what they say does nothing as Ben and Wasp get in an argument over who fights more villains. Gwen and Iron Man exchange annoyed looks.

"Is it always like this for you?" asks Iron Man.

"Yeah, but he's usually arguing with Kevin."

"For me it's usually Wasp or Hawkeye."

"Hawkeye?"

"He's another member of our team who wasn't able to make it on this little adventure. Janet! Stop arguing! We need to find the Cabal!"

After he shouts this, Gwen drags Ben away from her but they still stare at each other intensely.

"Hulk you're being awfully quiet." Says Iron Man turning around to realize Hulk is gone. "Oh crap. Where is he?"

"Was he on the plane with us?" asks Gwen.

"Oh yeah. I don't we would have not noticed him." Says Ben.

"He's not in the Quinjet." Says Wasp, walking out of it after checking.

"But how did he get out without us noticing? I think we would have heard a smash or something." Says Iron Man.

"Maybe the Cabal got him." Says Ben.

"But he was in the Quinjet with us." Says Gwen.

"He didn't get off, did he?" asks Ben.

"Maybe the Cabal found a way to teleport him out of the Quinjet and we didn't even notice because you two were arguing!" says Iron Man, shouting at Wasp and Ben.

"It's not my fault, Tony!" shouts Wasp.

"It kind of is. You're the one who started rattling off all of your villains." Says Ben triumphantly.

"Guys, arguing isn't going to help us. We have to find the Hulk, fast, before he causes any damage or before anyone gets scared and attacks him, because that will just make things worse."


	7. The Ultron Ultimatum

Iron Man is connecting his armor to all of Kevin's tech in an attempt to find the Cabal. Wasp flies in through the window and reverts to her normal size.

"Any luck finding the Hulk?"

"None at all. Have the others had any luck with Ultron?"

"Not that I know of. If we haven't heard from them, I'm guessing they're in trouble."

"Should we go try and help them?"

"What about Ben and Gwen?"

"They can keep looking for Hulk. But the others need our help. Let's go."

They both leave the warehouse and fly in the direction of Ultron's location.

Thor, Spider-Man, Vision, and Kevin all wake up from their daze in the middle of a room with no doors or windows. Kevin is the first one to get up. He looks around and walks over to the wall. He touches it and attempts to absorb it but the wall electrocutes him. Thor gets up and looks around as well.

"Where are we?" he asks.

"What's the last thing that happened?" asks Spider-Man.

"As far as I can remember," begins Vision "We had arrived at Ultron's citadel and it opened for us. We were suspicious but we entered anyways. It didn't take long before we were ambushed by a crowd of mind controlled Plumbers. Before we could attack, we were bombarded by a laser and we woke up here."

"I don't remember any of that." Says Kevin.

"Me neither." Says Spider-Man.

"My memory seems to have been wiped as well." Says Thor.

"How did you remember Vision?" asks Spider-Man.

He seems to be thinking, which is hard for him to do, being an android. "Perhaps it is because you are all living beings, with brains and memories. I however have a memory chip which can only be wiped with the correct code."

"Then I guess we're lucky to have you." Says Spider-Man. Before anyone can agree, a screen appears on one of the walls, and then the other three. They all have Ultron's face. They don't know if it is a live transmission or a recording.

"Hello heroes. Thankfully Iron Man was stupid enough to lure you right into my trap. This room you are in will act as your doom, sucking the oxygen from the room, causing you all to die." The transmission is cut and the screens disappear. Vents open in the walls and the air begins to leave the room. Spider-Man and Kevin both begin to collapse, but Thor is holding up. He grasps his hammer but before he can do anything guns appear on the walls and each blast him with a high-power laser, causing him to scream, drop his hammer, and fall unconscious. Vision is unaffected and he triumphantly says "It was truly a good plan "father", but you of all people should know oxygen does not affect me."

"Very true, "son". Perhaps you recall your shut down code? 5590834567219876309874-D." Ultron's code has an affect and Vision's eyes go black and he falls to his knees, becoming motionless. A door opens and Ultron walks through, followed by some Plumbers. "Take the other three. The Vision is mine."

Vision is standing before a screen. It turns on and he is facing Loki.

"Status report, Ultron."

"First, I have captured the Vision, Thor, Spider-Man, and the one called Kevin Levin. I have intercepted Iron Man's armor signal. He and Wasp are on the way but I am prepared. Do not send help."

"Excellent."

"Secondly, I have also been told by our agents within the Earth prison that M.O.D.O.K. revealed the Cabal's secrets to this dimension's heroes."

"What a shame. I want you to prepare the Ultimatum Wave. I will pay M.O.D.O.K. a visit myself."

"The wave is being prepared currently."

"Make sure the heroes are the first to drown in it, but leave Thor for me."

"Understood."

With that, Loki signs off and prepares to go to the Earth prison holding M.O.D.O.K.

It doesn't take long for him to arrive and blow a hole in the wall of M.O.D.O.K.'s cell.

"Loki! You've come to free me!"

"Don't get excited, peasant. You have betrayed the Cabal, revealing our secrets to the heroes."

"It wasn't my fault-"

But his complaints were cut short by Loki punching him square in the face.

"I don't want to hear lies. Ultron is currently preparing the Ultimatum Wave. Right now I am debating whether I should kill you now, or leave you for the wave."

"Please, Loki, I promise I will be loyal. I will earn back your trust within time!"

"Your gravelling makes you seem even more pathetic. I will just kill you now."

"Please! I'll do anything!"

"Anything?"

"Anything!"

"Very well. Purple Man!" shouts Loki. The Purple Man walks in front of the bars of M.O.D.O.K.'s cage.

"What is he doing here?"

"You said you will do anything. So you will become a slave and join our army."

"Please, no! I wish to rejoin the Cabal!" Purple Man opens the cell and walks in. He touches M.O.D.O.K.'s forehead and his eyes become purple. He quits begging and he stands, or more correctly, floats upright.

"Excellent work, Purple Man. I want you to make sure he is killed in the wave."

"Yes, Loki."

The Vision's mind is reactivated. His eyesight slowly comes into focus. He looks around and sees both his arms and legs are heavily bounded. He is on his knees in the center of what seems to be Ultron's throne room.

"Hello, Vision."

"Why have you reprogrammed me?"

"I have brought you back to give you a choice."

"And I doubt it will be a fair one."

"78690-X."

An electrical shock courses up the Vision's spine.

"You will let me finish speaking. The Cabal and I have conducted a machine that would be able to cover Bellwood in the biggest wave ever known to man. A wave that we like to call the Ultimatum."

"And how does that contribute to your master plan?"

"78690-X. Anyways, after the survivors and any other person who knows of the wave, will know what we are capable of. They will blindly follow after us in hopes that we will let them live. But once our home dimension is conquered, they will all be killed."

"And what's my choice in this matter?"

One of the walls slightly opens to reveal Thor, Kevin, Spider-Man, Iron Man, and Wasp all chained to the wall, beaten.

"Tony! Janet!"

"They arrived when you were still offline. I had no trouble apprehending them."

"The choice."

"Oh yes. I will let each and every one of your allies survive, I will not activate the wave, if you willingly join the Cabal. You have the chance to save the lives of hundreds."

"And then be the cause of millions of deaths. I refuse."

"Well then. I guess I will just reprogram you and fulfill my duties."

"NO! I will join you."

"Good. But just in case you are lying, which I know you are, 192837465918273-S."

"Aaaaaaaaaaaaaaaahhhhhhhhhhhh hh!" shouts the Vision as his consciousness is slowly realigned to be Ultron's mindless slave once more.

"Excellent. Rise."

Vision phases out of his shackles and stands upright to face his master.

"Now to activate the wave."

"Master?"

"What, Vision?"

"Where is the Hulk?"

"That is none of your concern. 984-V." that code shut off the Vision's vocal cords. Ultron motions toward a hallway, in which Vision follows him. Iron Man begins to wake up and he sees Vision following Ultron. "Vision. No. No, no, no, no! Vision!" but he is electrocuted once more and knocked unconscious again.

In this room Ultron steps up to a control panel, which has a lever placed in front of several screens showing multiple parts of Bellwood. As he is about to reach for the control Loki contacts him.

"Ultron, there has been a delay. The portal is acting up, more so than before. Put the wave on hold."

"Yes, Loki. I have managed to reprogram the Vision. He now works for us."

"Good. I need the two of you to rendezvous at the portal."

"We will be there in minutes. Come, Vision. We must get to the portal." As Ultron starts walking, Vision follows him, but he takes one last look at the control panel before leaving the Citadel.


End file.
